Business Diversity Proposal

BUSINESS DIVERSITY PROPOSAL

Proposer and Client Information

Recitals (WHEREAS)

WHEREAS, Proposer Name: is duly organized and engaged in providing diversity consulting, supplier development, and supplier inclusion services; and

WHEREAS, Client Name: seeks to advance supplier diversity objectives, increase participation of diverse suppliers, and implement measurable diversity programs; and

WHEREAS, the parties desire to set forth the terms under which Proposer will provide services described herein and Client will compensate Proposer pursuant to the terms of this Proposal and resulting Agreement.

Scope of Work

The Proposer shall perform the following services for Client. Proposer shall exercise commercially reasonable efforts to achieve the deliverables and milestones specified below. Any material change to scope shall be documented and approved in writing.

Diversity Certifications and Status

Indicate Proposer's diversity status (check all applicable):

Payment Terms

Client agrees to pay Proposer the fees set forth below in consideration for the services rendered under this Proposal. All amounts are payable in United States dollars unless otherwise agreed in writing.

Late Payment: If any undisputed amount is not paid within days of invoice due date, Client shall pay interest at the rate of % per month (or the maximum lawful rate, if lower) on the overdue balance. In addition, a late fee of may be charged for each delinquent invoice.

Term and Termination

This Proposal becomes effective on the Start Date set forth below and shall continue until the End Date unless earlier terminated in accordance with this section.

Start Date:

End Date:

Termination for Convenience: Either party may terminate this Proposal for convenience by providing written notice to the other party no fewer than days prior to the effective termination date.

Termination for Cause: Either party may terminate immediately for material breach by the other party that remains uncured for a period of days after written notice specifying the breach.

Confidentiality

For purposes of this Proposal, "Confidential Information" means all non-public, proprietary, or business information disclosed by either party to the other, whether oral, written, electronic, or other form, that is designated as confidential or that, by its nature, should reasonably be understood to be confidential.

Each party agrees (a) to use Confidential Information solely for the purposes of performing its obligations under this Proposal, (b) to restrict disclosure of Confidential Information to those of its employees and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) to employ reasonable measures to protect the Confidential Information from unauthorized disclosure. The obligations in this section do not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was lawfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or regulation, provided the receiving party gives prompt written notice to the disclosing party to allow for protective measures.

Breach of this confidentiality provision would cause irreparable harm for which monetary damages may be inadequate; accordingly, the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

Representations and Warranties

Each party represents and warrants that it has the authority to enter into this Proposal and that its performance will comply with applicable laws and regulations. Proposer represents that the services will be performed in a professional and workmanlike manner consistent with industry standards.

Governing Law

This Proposal shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. Exclusive venue for any litigation arising out of this Proposal shall be in the state or federal courts located in that State, unless the parties agree otherwise in writing.

Entire Agreement

This Proposal, together with any attachments, schedules, and mutually executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, and communications, whether oral or written. Any amendment or modification to this Proposal must be in writing and signed by authorized representatives of both parties.

Additional Terms

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